2021-216-E-IT-Dynamic Quest-Managed Service Desk

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DocuSign Envelope ID:BFF5690E-4716-4836-B8D9-3E84C4C21608 833.437.8378 Dynamic Quest Alf— DYNAMIC: ■ person would understand to be considered confidential by Dynamic Quest(even if not so marked or identified); and (iv)all information that Dynamic Quest is obligated by law to treat as confidential for the benefit of third parties, including but not limited to personal, financial, and/or health information about individuals who have applied for or purchased products or services from Dynamic Quest. 26. Dynamic Quest acknowledges that, in connection with the performance of this Agreement or any Addendum in the course of its dealings with Customer, Dynamic Quest may receive Customer's Confidential Information from Customer or may otherwise have access to or learn of Customer's Confidential Information. In the absence of Customer's prior written consent to a specific disclosure or use, Dynamic Quest will not disclose to any third party any of Customer's Confidential Information, either orally or in writing, and will not appropriate any of Customer's Confidential Information to Dynamic Quest's own use or to the use of any third party.Customer's Confidential Information that is provided by Customer to Dynamic Quest will be used by Dynamic Quest and its agents only in connection with the Services. 27. Customer acknowledges that, in connection with the performance of this Agreement or any Addendum in the course of its dealings with Dynamic Quest, Customer may receive Dynamic Quest's Confidential Information from Dynamic Quest or may otherwise have access to or learn of Dynamic Quest's Confidential Information. In the absence of Dynamic Quest's prior written consent to a specific disclosure or use, Customer will not disclose to any third party any of Dynamic Quest's Confidential Information, either orally or in writing, and will not appropriate any of Dynamic Quest's Confidential Information to the use of any third party. Dynamic Quest Confidential Information that is provided by Dynamic Quest to Customer will be used by Customer and its agents only in connection with the Services. 28. Upon learning of any unauthorized disclosure or use of (i)Customer's Confidential Information, Dynamic Quest will use its commercially reasonable efforts to notify Customer promptly and cooperate fully with Customer to protect Customer's Confidential Information or(ii) Dynamic Quest's Confidential Information, Customer will use its commercially reasonable efforts to notify Dynamic Quest promptly and cooperate fully with Dynamic Quest to protect Dynamic Quest's Confidential Information. 29. If(i) Dynamic Quest believes it is required by law or by a subpoena or court order to disclose any of Customer's Confidential Information, then prior to any disclosure by Dynamic Quest, Dynamic Quest will, use its commercially reasonable efforts and to the extent legally permissible, promptly notify Customer in writing, attaching a copy of the subpoena, court order, or other demand, and Dynamic Quest will make all commercially reasonable efforts to allow Customer (at Customer's cost and expense) an opportunity to seek a protective order or other judicial relief or(ii) Customer believes it is required by law or by a subpoena or court order to disclose any of Dynamic Quest's Confidential Information, then prior to any disclosure by Customer, Customer will, use its commercially reasonable efforts and to the extent legally permissible, promptly notify Dynamic Quest in writing, attaching a copy of the subpoena, court order, or other demand, and Customer will make all commercially reasonable efforts to allow Dynamic Quest(at Dynamic Quest's cost and expense) an opportunity to seek a protective order or other judicial relief. 30. Nothing in this Agreement or any Addendum will be construed to restrict disclosure or use of information that: (i)was in the possession of and known by the party,without an obligation of confidentiality,prior to receipt from the other party; (ii) is or becomes generally known to the public without violation of this Agreement; (iii) is obtained by a party in good faith from a third party having the right to disclose it without an obligation of confidentiality; or(iv)is independently developed by Dynamic Quest without use or reference to Customer's Confidential Information, or by Customer without use or reference to Dynamic Quest's Confidential Information (collectively,the"Non-Restricted Information"). 31. The obligations imposed by this Agreement with respect to Confidential Information will survive termination of this Agreement and will remain in effect with respect to each item of Confidential Information until that information is or becomes Non-Restricted Information. 32. Neither party may advertise or promote itself using the name, service mark, or description of the other party,without the written consent of the other party in the case of each such use. 33. Should Dynamic Quest breach services included in an Addendum, the breached portion of the Addendum may be terminated upon sixty (60) days'written notice by Customer to Dynamic Quest and provided that such breach remains uncured by Dynamic Quest during such sixty (60)-day period. A notice of breach of an Addendum from Customer must be in writing and must be sent to notices(abdynamicguest.com. If Customer terminates an Addendum following notice to Dynamic Quest and Dynamic Quest's failure to cure, only the breached Addendum shall be terminated. This Agreement, and all other active Addenda remain in place and enforceable. Should Dynamic Quest DYNAMIC QUEST Page: 10 of 13